ABC Policy

1. Introduction

Wesmo Industries Ltd (hereinafter: Wesmo) is committed to sound business conduct with
the right balance of integrity, loyalty and critical thinking. Wesmo operates in many different
countries and is subject to national and international laws prohibiting bribery and corruption.
Therefore Wesmo will not tolerate any form of bribery or corruption. Any breach of this Anti-
Bribery and Corruption Policy (hereinafter: ABC Policy) will be regarded as a serious matter.
Penalties for bribery and corruption include very high fines and even prison sentences.
Furthermore bribery and corruption will cause serious harm and damage to Wesmo’s
reputation. Misconduct will therefore be subject to disciplinary actions, up to and including
termination of employment. Wesmo may seek criminal prosecution or civil remedies and
reimbursement of monetary losses resulting from the violations. This ABC Policy is designed
to promote consistent treatment of anti-bribery and corruption at Wesmo.
This ABC Policy outlines Wesmo’s aim to support commitment to and ensure compliance
with applicable anti-bribery and corruption laws in all jurisdictions in which Wesmo
operates. Modification of this Policy on a local level is only allowed in order to comply with
local mandatory laws and regulations and should be immediately reported to Wesmo’s
Managing Director.

2. Definitions

Anything of value: anything that has value to the recipient. It can include for example, but is
not limited to, the following: money, transfers of stock, bonds or any other property, the
payment of expenses, the provision of services of any type, gifts, employment, the
forgiveness of debt, any other transfer of goods, services, tangibles or intangibles that
benefits the recipient. There is no minimum amount that must be exceeded before a thing
of value can be illegal under the applicable anti-bribery and corruption laws.

Bribery and corruption: generally involves receiving, giving, promising, authorizing or offering
offering anything of value to someone in business (bribery) or government (corruption) in
order to obtain or retain a commercial advantage or to induce or reward the recipient for
acting improperly or where it would be improper for the recipient to accept the benefit.
Facilitating Payments: fees or other benefits which are not provided for by the law or
regulation and which are offered to or requested by government officials or private sector
employees for their personal benefit to speed up or facilitate the performance of a routine
action to which the payer is legally or contractually entitled (such as the provision of a visa or
customs clearance).

Gift: anything of value provided as a mark of friendship and appreciation.
Government employee or official: refers to any employee, officer, official or any other
person acting in an official capacity or exercising a public function, or candidate for
such position, regardless of rank, of any government organization, regulatory
authority, department or agency, or any public international organization or political
party, or any enterprise owned or controlled by any such governmental organization.

Hospitality: means a provision of friendly and generous reception and entertainment, such
as excursions, seminars, meals, invitations or tickets to social entertainment, cultural or
sporting events.

Intermediary (such as agent): means a third party that offers intermediation services
between Wesmo and another party. The intermediary acts as a middleman for goods or
services including permits, offered by a supplier to another supplier. Typically the
intermediary offers some added value to the transaction that may not be achieved by direct
negotiations or contact.

Political Contributions: is a monetary or non-monetary (e.g. resources, facilities or employee
time) contribution made to support political organizations and their causes. This includes
support for government entities, political organizations, political parties or their employees,
politicians, public office holders or candidates for public office.

Third Party: any person, company or organization which is not an Wesmo legal entity or an
Wesmo employee with whom Wesmo interacts (including charities and sponsorship
partners).

Threshold: is an amount above which providing, offering or accepting gifts, hospitality and
expenditures always requires prior approval from your line manager or Managing Director.
Within Wesmo, the maximum threshold is EUR 50,00 (or the equivalent in local currency).
The threshold may be lower in a certain division or country depending on the local Anti-
Bribery and Corruption Policy legislation and custom. Please consult with your line manager
for the exact threshold acceptable in your Division or Department.

3. Objective

The objective of this ABC Policy is to comply with all anti-bribery and corruption laws and
regulations of countries in which Wesmo operates. As anti-bribery and corruption laws and
enforcement thereof becomes more stringent and expectations of our customers and
business partners in this area grow, we have formalized and safeguarded our anti-bribery
and corruption compliance. We need to demonstrate continuously that we comply with the
anti-bribery and corruption laws and regulations that are applicable to Wesmo and our
(inter)national intermediaries and cooperating third parties.

4. Scope

This ABC Policy is applicable to Wesmo personnel, Divisions, Companies, Business Units and
other entities or persons acting for and on behalf of. These persons and entities are
required to assist in preventing bribery and corruption by and within. The ABC Policy is
designed to optimize Wesmo’s compliance with all local anti-bribery and corruption laws
and regulations. Those laws and regulations make it unlawful for Wesmo personnel,
Divisions, Companies, Business Units and other entities or persons acting for and on behalf
of Wesmo to pay or accept, directly or indirectly, bribes or anything of value in order to
retain or bestow business, financial or personal advantages.
Considering the wide and diverse nature of the subject, this ABC Policy does not and cannot
address every conceivable circumstance that may result in a violation of applicable anti-
bribery and corruption laws and regulations. This ABC Policy should not be considered as a
checklist, but rather as rules and guidance in assessing bribery and corruption where
Wesmo’s management and employees might be involved. If you are uncertain or have
questions or concerns (e.g. how you should adhere to them in a specific situation), it is
essential that you consult your line manager and ask for guidance.

5. Policy statements

Wesmo does not tolerate bribery and corruption. This means that attention is needed in
offering or accepting gifts, hospitality, expenditures, travel and lodging. Particular care is
required in relation to any dealing with government employees or public officials,
government agencies, or government owned or controlled entities and with facilitating
payments. To protect Wesmo’s reputation and business, care is also required when working
with intermediaries or taking part in joint ventures. In addition, political contributions as
well as charity contributions, donations and sponsoring activities can be used as a subterfuge
for bribery or corruption or seen as an attempt to influence for the benefit of Imtech or in
any other way as being improper. More information on each of these topics is provided for in
this Chapter.

5.1. Gifts, hospitality and expenditures

Wesmo personnel, Divisions, Companies, Business Units and other entities or persons
acting for and on behalf of Wesmo do not accept gifts, hospitality and expenditures that can
create the appearance of non-compliance to this ABC Policy. Whereas Wesmo understands
that each business environment has its own culture, it will not overstep the boundaries of
customary and generally accepted local hospitality standards and regulations. Gifts,
hospitality or expenditures of a total value of up to EUR 50,00 (or the equivalent in local
currency), would in most cases not cause a conflict or give the appearance of causing a
conflict. Before giving gifts, hospitality or expenditures above the threshold of EUR50,00 (or
the equivalent in local currency) approval from your line manager or Managing Director is
necessary. If a gift, hospitality or expenditure is offered to you that most likely exceed the
EUR 50,00 threshold (or the equivalent in local currency), immediately contact your line
manager or Managing Director to discuss how to deal with this circumstance.
An employee must report to the Managing Director, details of any gift or hospitality with
more than a nominal value given to or received from customers, contractors, consultants,
suppliers or any other third party.

Any reasonable and bona fide gift or hospitality must, irrespective of its value, have all the
following characteristics. It must:

not be a cash payment;

be provided in connection with a legitimate business purpose;

not be motivated by a desire to make improper influence, or the expectation of
reciprocity;

be reasonable under the circumstances;

be tasteful and commensurate with generally accepted standards for professional
courtesy; and

comply with the local laws and regulations.
When an employee of Wesmo receives or offers a gift or hospitality with more than a nominal
normal value the following information must be provided to the Managing Director in
advance or immediately after the receiving or offering:

the relationship between the third party and Wesmo;

who has offered the gift or hospitality ((prospective) name third party or Wesmo
employee);

who is the receiver of the gift or hospitality ((prospective) name third party or Wesmo
employee); and

the reason why the gift or hospitality has been given or has been received.

The Managing Director will provide an overview of the above information to the Group
Management. The Group Management holds an overview with the number and categories
of noteworthy gifts, hospitality and expenditures received or offered per Department,
Business Unit and Companies. The Group Management periodically sends a summary of this
overview to the Wesmo Board of Management.

5.2. Travel and lodging

On some occasions, it may be necessary to pay for the travel and accommodation costs of a
third party for visits to Wesmo in order to permit Wesmo to promote and demonstrate its
products and services. You must discuss and obtain prior approval from your line manager or
the Managing Director before paying for any third party’s travel and accommodation
expenses.

Any sponsored travel (whether for customers, public officials or other third parties) shall be
provided only in strict compliance with the following guidelines and restrictions:

Wesmo shall not host any lavish entertainment or lavish leisure activities that exceed
entertainment and expense guidelines (as defined in this ABC Policy);

Wesmo shall arrange and pay the service providers directly (e.g. shall pay airlines and
hotels), or shall pay a travel agent that it has selected to make arrangements for the
Anti-Bribery and Corruption Policy travel. In no event shall Wesmo provide money to the
invitees and allow the invitees to make their own travel arrangements;

all aspects of the travel shall have a legitimate business purpose (such as a visit to
Wesmo’s facilities, or to enable Wesmo to promote, demonstrate, or explain its services)
and there shall be no or only minimal side trips allowed;

the expenditure is not prohibited under the local law of the recipient’s country;

the recipient must provide a written confirmation stating that the expenditure is
permissible under his or her employer’s internal rules;

all expenses shall be recorded accurately and in detail;

no friends or immediate family members (spouse, dependent children, and dependent
parents) of the recipient are traveling at Imtech’s expense;

if friends or immediate family members join Wesmo’s invitee strict consideration should be
given to the potential appearance of a conflict with this ABC-policy; and

no stopovers or sightseeing are planned that are not directly connected to the business
purpose of the travel, unless the stopover or sightseeing is at the expense of the recipient
and results in no additional cost to Wesmo.

5.3. Dealing with government employees or officials

While the principles of this ABC Policy apply to dealings across both the public and private
sectors, particular care is required in relation to any dealing with government employees or
public officials, government agencies, or government owned or controlled entities.
Imtech prohibits the provision of money, gifts, hospitality or anything else of value to any
government employee or public official whereby this can be perceived or is with the purpose
purpose of influencing such official in order to obtain or retain business or a commercial
advantage, or that can be seen in relation to decisions as beneficial to Wesmo’s business
interest. Wesmo may not offer or negotiate for employment with a government employee
or official or such person’s immediate family member or other individuals close to such
person, while such person has the ability to influence a decision related to Wesmo or its
business, including the issuance of a license or permit or where there is a pending contract
with the government. Conducting business with government employees, public officials,
their immediate family members, entities owned or controlled by a government or in which
a government employee or official holds an economic interest, can raise serious concerns of
bribery and corruption. Wesmo and its employees are only to enter into such business
transactions with prior review and approval by the Managing Director. Any such transactions
that do proceed must comply with the requirements of this ABC Policy.

5.4. Facilitating Payments

Facilitating Payments are not allowed in most countries. In some countries Facilitating
Payments may be considered normal practice to ease the bureaucratic process (e.g. to
expedite an authorization or a decision that cannot be withheld). Wesmo’s ABC Policy does
not allow for Facilitating Payments and attempts to disguise or conceal Facilitating Payments
are considered as a serious breach of this ABC policy, regardless of their size or frequency.

5.5. Intermediaries and due diligence

Wesmo may be held liable for activities on the part of its intermediaries, who are involved in
bribery or corruption while they act on behalf of Imtech. Before engaging with an
intermediary, the intermediary must be approved based on a proper due diligence. Your line
manager or the Managing Director may decide that certain third parties also need to be
approved via the due diligence. This could include subcontractors or third parties with which
Wesmo will enter into a joint participation.

Before engaging an intermediary, as part of the due diligence Wesmo should:

have the intermediary execute an anti-bribery and corruption acknowledgment letter;

use all available information to assemble a complete and thorough due diligence file on
the intermediary;

consider why the intermediary’s services are necessary and whether its fees are
reasonable in relation to the service offered which Imtech cannot procure on its own;

assess the intermediary’s business experience and qualifications; and

prepare a summary of the intermediary’s reputation, business, banking and credit
references.
The intermediary should provide:

contact information of its owners/principals and Board of Management, including
percentage of ownership by each;

annual certification that the intermediary complies with all Imtech’s policies and
procedures related to anti-bribery and corruption;

relationships with current or former government employees or public officials or political
parties, particularly if such intermediary is used in relation to government business
dealings for Imtech; and

information on any past, current and/or pending legal issues, lawsuits, government
investigations, inquiries including the nature and disposition of these actions.

Written and signed agreements with intermediaries shall be administrated accurately.
Monitoring and supervision of the intermediary by the line managerand/or Managing
Director should continue during the period the intermediary is engaged by Wesmo. Any red
flags caused by the intermediary’s activities should be fully investigated and the relationship
re-evaluated based on the results.

5.6. Political Contributions

Wesmo does not make direct or indirect contributions in any form to political parties,
organisations or individuals engaged in politics, as a way of obtaining advantage in business
transactions for the benefit of Wesmo.

5.7. Charity contributions, donations and sponsoring activities

Wesmo believes in contributing to the communities in which it conducts business and
permits reasonable charity contributions and donations. Imtech ensures that charitable
contributions and donations are not used as a subterfuge for bribery or corruption and that
these payments will not be seen as an attempt to influence for the benefit of Imtech or in
any other way as being improper. The charity contribution and donation must be legitimate
and will not be diverted to other beneficiaries.

Sponsoring activities aimed to assist non-commercial organizations in the area of sports, arts
and culture, education and science are part of Imtech’s communication with customers and
provide a way to strengthen its brand. However, Wesmo must ensure sponsorships are not
seen or linked to seeking or obtaining an improper advantage.

No charity contribution, donation or sponsoring activity should therefore be agreed without
the prior approval of your line manager or Managing Director. Any charitable contribution,
donation or sponsorship must be compliant with the following minimum standards:

it shall be made in accordance with the approved budget;

it shall be made only in favour of entities not recently incorporated, well-known, reliable
and with outstanding reputation for honesty and correct business practices;

the beneficiary entity must show that it has all the certifications and has satisfied all the
requirements for operating in compliance with applicable laws;

an approval procedure must be implemented and must provide for an adequate due
diligence review on the beneficiary entity and the legitimacy of the contribution under the
applicable laws; and

payments to the beneficiary entity must be made exclusively on the account registered in
the name of the beneficiary entity; it is not permitted to make payments to numbered
accounts or in cash, or to a party other than the beneficiary entity or to a third country
other than the beneficiary entity’s country;

contributions must be properly and transparently recorded in Wesmo’s books and records.

5.8. Acquisitions, joint ventures and minority investments

In pursuing acquisition, joint venture or minority investment opportunities, Wesmo must, to
the extent possible, conduct an appropriate review of the target’s or third party’s compliance
with the anti-bribery and corruption laws and regulations. An intended cooperating venture
needs to be subject to an appropriate review as well.

Any joint venture in which Wesmo participates will be subject to this ABC Policy. Wesmo
shallproceed in good faith to use its influence, to the extent possible under the
circumstances, to cause the joint venture to maintain an anti-bribery and corruption
compliance program, and to maintain accurate books and records and an appropriate system
of internal accounting controls, consistent with the requirements of the anti-bribery and
corruption laws.

5.9. Books and records

This provision is intended to prevent the mislabelling of payments and the
misrepresentation of expenses. Payments and other compensation to or from third parties
must, also in order to comply with the accounting standards, be accurately and completely
recorded in Wesmo’s books, records and accounts in a timely manner and in reasonable
detail. No undisclosed or unrecorded accounts of Wesmo may be established for any
purpose. This requirement applies to all transactions and payments, whether or not they are
material in an accounting sense.

6. Documentation

The Managing Director is responsible for ensuring maintenance and monitoring of local
registers of gifts, hospitality and expenditures in accordance with this ABC Policy. Such
register shall be maintained in accordance with Wesmo’s Records Management Policy.
Copies of complete third parties due diligence review files, including the results, conclusions
reached, and required written approvals, shall be maintained in accordance with Wesmo’s
Records Management Policy.

7. Reporting

If you are aware of, or suspect that bribery or corruption may be taking place within Wesmo,
you should report this to one of the following, depending on the circumstances:

the line manager of the individual(s) suspected of committing bribery or corruption; or

alternatively to the Managing Director of the individual(s) suspected of committing
bribery or corruption; or

if, for whatever reason, reporting locally is not appropriate, you may report the concern to
the Board of Management.

8. Sanctions

Wesmo considers violations of anti-bribery and corruption rules a serious breach of this
Policy and Wesmo’s Code. Wesmo will take disciplinary actions against the offender if this
occurs. Disciplinary actions may include termination of employment and liability for damages
incurred. Any third parties involved in violations during acting for or on behalf of Wesmo will
be subject to contractual remedies and, where appropriate, termination of the business
relationship.